Virgin Media Inc. (“Virgin Media”) (NASDAQ:VMED) (LSE:VMED) today announced the commencement of tender offers by its subsidiary Virgin Media Finance PLC (the “Issuer”) to purchase any and all of its dollar- and euro-denominated 9.50% Senior Notes due 2016 (the “2016 Notes”) and up to $500 million aggregate principal amount (the “Maximum Tender Amount”) of its dollar-denominated 8.375% Senior Notes due 2019 and its sterling-denominated 8.875% Senior Notes due 2019 (the “2019 Notes” and with the 2016 Notes, the “Notes”) (the “Offers”).
The tender offer forms part of Virgin Media’s £225 million second-phase Capital Return Programme, announced in July 2011, of which £175 million remains available to optimise Virgin Media’s outstanding debt structure. The purpose of the tender offers is to enable Virgin Media to lower its interest cost and enhance its capital structure by further extending its amortisation schedule. Virgin Media’s ongoing share buyback programme is still in place and is unaffected.
The terms and conditions of the tender offers are described in the Offer to Purchase dated October 10, 2012 to be distributed to holders of the Notes. The tender offers are subject to the satisfaction of a financing condition requiring the completion by Virgin Media or one of its subsidiaries of an offering of debt securities, a loan or other financing transaction, on terms satisfactory to Virgin Media, to raise sufficient funds for the Issuer to pay the total consideration for the Notes. Neither the tender offer for the 2016 Notes nor the tender offer for the 2019 Notes is conditioned upon successful completion of the other offer. Important dates with respect to the tender offer are listed below.
The applicable Total Consideration equals the applicable Tender Offer Consideration for each $1,000, £1,000 and €1,000 principal amount of dollar-, sterling- and euro-denominated notes, validly tendered pursuant to the tender offer on or prior to the Early Tender Deadline (and not validly withdrawn prior to the Withdrawal Deadline) and accepted for purchase plus the applicable Early Tender Premium, as set out below.
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